| 
								     										lt
<br />   										EN HILLS
<br />    								CITY OF ARDEN HILLS
<br />     								COUNTY OF RAMSEY
<br />    								STATE OF MINNESOTA
<br /> 								RESOLUTION NO. 2014-052
<br />    				A RESOLUTION CONDITIONALLY GRANTING THE CONSENT
<br />			TO THE TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISE
<br />     						AND CABLE TELEVISION SYSTEM FROM
<br /> 				COMCAST CORPORATION TO GREATLAND CONNECTIONS, INC.
<br />      			WHEREAS,  the  North  Suburban  Communications  Commission  (hereinafter  the
<br />    		"Commission") is a Joint Powers Commission organized pursuant to Minn. Stat. § 471.59, as
<br />    		amended, and includes the municipalities of Arden Hills, Falcon Heights, Lauderdale, Little
<br />    		Canada, Mounds View, New Brighton, North Oaks, Roseville, St. Anthony, and Shoreview,
<br />    		Minnesota(hereinafter, the "Member Cities"); and
<br />       			WHEREAS, Comcast of Minnesota, Inc., ("Franchisee") holds individual franchises
<br />    		(collectively the "Franchise") to operate a cable television system (the "System") in the Member
<br />    		Cities pursuant to separate franchise ordinances (collectively the "Franchise Ordinances"); and
<br />       			WHEREAS, Section 10.5(a)of the Franchise Ordinance requires the Commission's prior
<br />    		consent to a fundamental corporate change, including a merger or a change in Franchisee's
<br />    		parent corporation; and
<br />       			WHEREAS,  the  Commission's  Joint  Powers  Agreement  includes  the  power  to
<br />    		administer and enforce the Franchise on behalf of the Member Cities; and
<br />       			WHEREAS, after a series of transfers, Comcast of Minnesota, Inc., was approved by the
<br />    		Commission as the Franchise holder, pursuant to prior transfer resolutions (the "Prior Transfer
<br />    		Resolutions").  The Prior Transfer Resolutions, the Franchise, the Franchise Ordinance, and the
<br />    		Franchise Extension Agreement together with any applicable resolutions, codes, ordinances,
<br />    		acceptances, acknowledgments, guarantees, amendments, memoranda of understanding, social
<br />    		contracts and agreements, are collectively referred to as the "Franchise Documents;" and
<br />       			WHEREAS, Comcast of Minnesota, Inc., is an indirect, wholly-owned subsidiary of
<br />    		Comcast Corporation("Comcast"); and
<br />       			WHEREAS, Comcast, as the ultimate parent corporation of Franchisee, has agreed to
<br />    		divest and transfer the Franchise and Cable  System to Midwest Cable,  Inc.,  in a process
<br />    		described in the Transfer Application(the "Proposed Transaction"); and
<br />
								 |